Terms Of Use

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CarWoo! Terms Of Use

Last updated March, 2012

Welcome to the Web site of CarWoo Inc., a Delaware corporation (“CarWoo,” “CarWoo Inc.,” “CarWoo!,” “we,” or “us”). CarWoo is not an automobile broker or dealer; rather, CarWoo is an educational service that allows subscribers to obtain current, accurate and competitive information that allows subscribers to negotiate effectively for the purchase or lease of an automobile. Your use of this Web site (the “Site”) and the educational services made available on the Site, including the carwoo.com auto information service (collectively, the “Services”) is subject to these Terms of Use (these “Terms”). By using any of our Services, you agree to be bound by, and use our Services in compliance with, these Terms of Use. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT USE OUR SERVICES.

We may make changes to these Terms from time to time. When we do, we will revise the “last updated” date given above. While we may, from time to time, alert you to changes in the Terms, it is your responsibility to review these Terms frequently and to remain informed of any changes to them. The then-current version of these Terms will supersede all earlier versions. You agree that your continued use of our Services after such changes have been published to our Services will constitute your acceptance of such revised Terms.

You agree that these Terms are supported by reasonable and valuable consideration, the receipt and adequacy of which you hereby acknowledge, including, without limitation, your access to and use of the Site and data, materials and information available at or through the Site.

License to Use our Services

Subject to these Terms, we grant to you a limited, personal, non-exclusive, non-transferable license to use our Services for commercial purposes, your personal use and not for resale or further distribution. Your right to use our Services is limited by all terms and conditions set forth in these Terms.

We (and where applicable, parties from whom we have obtained licenses) retain all right, title and interest in and to our Services, including all related intellectual property rights. Our Services are protected by applicable intellectual property laws, including United States copyright law and international treaties.

Access to our Services

We do not provide you with the equipment to access our Services. You are responsible for all fees charged by third parties related to your access and use of our Services (e.g., charges by Internet service providers).

We reserve the right to modify or discontinue, temporarily or permanently, all or any portion of our Services without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of all or any portion of our Services.

Restrictions

You must comply with all applicable laws when using our Services. Except as may be expressly permitted by applicable law, or as CarWoo may authorize expressly in writing, you will not, and will not permit anyone else to: (i) store, copy, modify, distribute, or resell any of the information; audio, visual, and audiovisual works, or other content made available on our Services (collectively, “Service Content”) or compile or collect any Service Content as part of a database or other work; (ii) use any automated tool (e.g., robots, spiders) to access or use our Services or to store, copy, modify, distribute, or resell any Service Content; (iii) rent, lease, or sublicense your access to our Services to another person; (iv) use any Services or Service Content for any purpose except for your own personal use; (v) circumvent or disable any digital rights management, usage rules, or other security features of our Services; (vi) use our Services in a manner that overburdens, or that threatens the integrity, performance, or availability of, our Services; or (vii) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of our Services or any Service Content.Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to: (i) reproduce, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our Services; or (iii) circumvent or disable any security or technological features or measures of our Services.

Privacy Policy

We may collect registration, demographic and other information about you through our Services. Our collection and use of this information is governed by our Privacy Policy.

Linking to our Services

If you link to our Services, you are permitted to link only to the home page at www.carwoo.com. Linking to any pages other than the home page of our Site, linking to any internal parts of our Services, framing of our Services within or as part of any third-party services, or any other manner of incorporating parts of our Services as part of another Web site or service, is not permitted without our prior written consent.

Restricted Areas of the Services

Certain parts of our Services, including account management features, may be password-restricted to registered users or other authorized persons (“Password-Protected Areas”). If you are authorized to gain access to any Password-Protected Areas, you agree that you are entirely responsible for maintaining the confidentiality of your password, and agree to notify us if the password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You agree that you are entirely responsible for any and all activities that occur under your account, whether or not you are the individual who undertakes such activities. You agree to immediately notify us of any unauthorized use of your account or any other breach of security in relation to your password or our Services that is known to you.

Vehicle Information

CarWoo is an information service that brings together buyers and dealers. CarWoo is not an automobile dealer or broker and does not sell, exchange, buy, or offer for sale, negotiate or attempt to negotiate, a sale or exchange of an interest in any vehicle. While CarWoo assist buyers in obtaining information concerning automobile prices and provides information about the automobile purchasing process, CarWoo does not induce or attempts to induce any person to buy or exchange an interest in a vehicle. Information about a particular vehicle is supplied by the dealer, not by CarWoo. The decision to buy or sell, and the price and other terms of any sale negotiated directly between the buyer and the dealer. The prices listed by dealers on CarWoo often may exclude sales tax, finance charges, title, license, regulatory, dealer documentary, emission testing and compliance fees, any or all of which may be added to the listed price to arrive at the final sale price of a particular vehicle. Though we hope that all who come to CarWoo will act honorably and treat each other fairly, we can't verify the information dealers supply or guarantee the vehicles they offer.

Materials

Images: The Site may contain images of vehicles. These images do not represent the actual vehicle being sought after by a user or as to which a dealer is providing price information. These images are samples only and may not reflect your exact vehicle specifications. CarWoo is not responsible for incorrect information given in the form of photos, including but not limited to that which is provided by vendors and other third parties.

Typographical Errors: While we try to make sure that all prices posted on the Site and communicated accurately, we cannot be responsible for the typographical and other errors that may appear on the Site. If there is incorrect information given about vehicle price, product, or service due to typographical error, CarWoo is not responsible for such errors or their correction; but will attempt to correct such errors promptly. We reserve the right to refuse or cancel any orders for products or services listed at an incorrect price.

Access to the Site; Site Outages and Browser Incompatibilities

The Site may become inaccessible or it may not function properly with your web browser and operating system. CarWoo cannot be held liable for any perceived or actual damages arising from Content, Materials, operation, or use of this Site.

Links and Third Party Content

Our Services may display, or contain links to, third party products, services, and Web sites. Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed, authored, or made available by other users or other third parties on our Services, or which is accessible through or may be located using our Services (collectively, “Third Party Content”) are those of the respective authors or producers and not of us or our shareholders, directors, officers, employees, agents, or representatives.

We do not control Third Party Content and do not guarantee the accuracy, integrity or quality of such Third Party Content. We are not responsible for the performance of, we do not endorse, and we are not responsible or liable for, any Third Party Content or any information or materials advertised in any Third Party Content. By using our Services, you may be exposed to content that is offensive, indecent, or objectionable. We are not be responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods, services, or information available on or through any third party service or Third Party Content. It is your responsibility to evaluate the information, opinion, advice, or other content available on and through our Services.

User Postings to our Services

We may, from time to time, allow you to post information and content to our Services. You agree that we are free to use any comments, information, ideas, concepts, methods, techniques, content, and any other material in any post or submission that you may make to our Services (each, a “Submission”), without further compensation, acknowledgement, or payment, for any purpose whatsoever including, without limitation, modifying or improving the Services. Furthermore, by making any Submission on the Services, you grant us a perpetual, nonexclusive, fully paid, royalty-free, irrevocable, sub licensable, worldwide license and right to display, use, perform, reproduce, modify, distribute and create derivative works of the Submission in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party.

BY POSTING OR PROVIDING ANY SUBMISSION, YOU REPRESENT AND WARRANT THAT PUBLIC POSTING AND USE OF YOUR SUBMISSION BY US WILL NOT INFRINGE UPON OR VIOLATE THE RIGHTS OF ANY THIRD PARTY.

You will not use our Services to: (i) upload, post, email, or otherwise transmit any Submission that contains unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) harm us or third parties in any way; (iii) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (iv) upload, post, email, or otherwise transmit any Submission that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (v) upload, post, email or otherwise transmit any Submission that infringes any patent, trademark, trade secret, copyright, or other right of any party; (vi) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other forms of solicitation; (vii) upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (viii) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (ix) intentionally or unintentionally violate any applicable local, state, national or international law or regulation; (x) “stalk” or otherwise harass another; or (xi) collect or store personal data about other users.

Trademarks

“CarWoo,”, “CarWoo!,” “carwoo,” “carwoo!” the CarWoo logo, and any other product or service name or slogan displayed on our Services are trademarks of CarWoo Inc. and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of CarWoo, Inc. or the applicable trademark holder. You may not use any metatags or any other “hidden text” utilizing “CarWoo” or any other name, trademark or product or service name of CarWoo without our prior written permission. In addition, the look and feel of our Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of carwoo.com and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in our Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by us.

Feedback

We may provide you with a mechanism to provide feedback, suggestions, and ideas, if you choose, about our Services (“Feedback”). You agree that we may, in our sole discretion, use the Feedback you provide to us in any way, including in future enhancements and modifications to our Services. You hereby grant to us and our assigns a perpetual, worldwide, fully transferable, sublicensable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback in any manner any for any purpose, without in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party.

Disclaimer of Warranties

YOUR USE OF THE SERVICES AND THE SERVICE CONTENT IS AT YOUR SOLE RISK. THE SERVICES AND THE SERVICE CONTENT EACH ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND OUR SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SERVICES OR ANY SERVICE CONTENT, AND YOU RELY ON THE SERVICES AND SERVICE CONTENT AT YOUR OWN RISK. ANY MATERIAL THAT YOU ACCESS OR OBTAIN THROUGH OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH OUR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

Limitation of Liability

WE AND OUR SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF OUR SERVICES AND SERVICE CONTENT. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF US AND OUR SUPPLIERS AND LICENSORS OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES AND SERVICE CONTENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNTS, IF ANY, THAT YOU HAVE PAID TO US FOR YOUR USE OF THE SERVICES AND SERVICE CONTENT. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Indemnity

You will indemnify and hold us, our suppliers and licensors, and our respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless from any costs, damages, expenses, and liability caused by your use of the Services and Service Content, your violation of these Terms, or your violation of any rights of a third party through use of the Services or Service Content.

Dealer Information

CarWoo is not an automobile broker and does not negotiate or attempt to negotiate, a sale or exchange of an interest in any vehicle. CarWoo does not induce or attempt to induce any person to buy or exchange an interest in a vehicle. In addition, Carwoo does not screen buyers and cannot assure a dealer that a buyer intends to purchase a car, that the buyer has the financial capability to consummate the purchase of a car, or that the buyer has fully or fairly represented any or all of their financial or trade-in information. When using this Site to connect with and submit an offer to a potential buyer, dealers are expected to use the same procedures and implement the same protections it would use in selling a car through any other medium.

When a dealer provides a quotation for an automobile in response to a request from CarWoo, the dealer must be prepared to sell that vehicle at the price at which, and the terms on which, the dealer has offered it. The dealer must have possession of the actual vehicle listed and the ability to transfer title. To provide a quotation for a vehicle on CarWoo, dealers are required to provide certain identifying and contact information. The information must accurately identify the dealer and the method of contact must permit buyers to communicate directly with the dealer once the buyer has accepted the offer.

Responsibility for the information contained in each offer lies with each dealer. The dealer alone is responsible for material it provides and posts and for the content of all messages it transmits through CarWoo. CarWoo is aware that inaccurate statements and misleading representations regarding a vehicle will undermine a user's confidence in a dealer and erode user confidence in CarWoo; consequently, CarWoo requires that the information dealers supply is accurate and that, in all respects, that dealers treat CarWoo users fairly and honorably.

CarWoo reserves the right to perform random quality assurance tests to confirm that those who offer vehicles for sale over CarWoo are prepared to sell the vehicles they advertise at the prices at which, and the terms on which, they advertise them. By using our service, each dealer agrees to cooperate in these random quality assurance tests. If our tests reveal, or CarWoo otherwise learns, that a dealer is engaging in false or inaccurate advertising, "bait and switch" or other unfair or deceptive practices, CarWoo reserves the right to deny that dealer use of the service.

Legal Notices

Enforcement of these Terms will be governed by the laws of the State of California, excluding its conflict and choice of law principles. The exclusive jurisdiction and venue for any claims arising out of or related to these Terms or your use of the Services or Service Content will lie in the state and federal courts located in San Mateo County, within the State of California, and you irrevocably agree to submit to the jurisdiction of such courts. Our failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. In the event that a court of competent jurisdiction finds any provision of these Terms to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.

When you visit the Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

We may discontinue the Site at any time and for any reason, without notice. We may change the contents, operation, or features of the Site at any time for any reason, without notice.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or your use of the Site. Nothing contained in these Terms is in derogation of our right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by us with respect to such use. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Our failure to enforce any provision of these Terms or respond to a breach by you or others shall not constitute a waiver of our right to enforce any other provision of these Terms as to that breach or any other.

These Terms constitute the entire agreement between you and us regarding the Site and supersedes any prior or contemporaneous agreement regarding that subject matter.

Contacting Us

If you have any questions or concerns about our Services or these Terms, you may contact us at: CarWoo, Inc. 1212 Rollins Road, 2nd Floor, Burlingame, CA 94010 or by email at support@carwoo.com

Dealer Plus Online Agreement: Terms and Conditions

Last Updated on March 2, 2012

IMPORTANT – READ CAREFULLY

BY COMPLETING THE ACCEPTANCE PROCESS AND CHECKING THE ACCEPT BOX, YOU REPRESENT AND WARRANT THAT YOU: (i) ARE 18 YEARS OF AGE OR OLDER; (ii) ARE, OR ARE AUTHORIZED TO SIGN FOR AND BIND, THE CONTRACTING PARTY DEFINED BELOW AS "CUSTOMER;" AND (iii) HAVE READ, UNDERSTAND AND AGREE ON BEHALF OF CUSTOMER TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. OTHERWISE, DO NOT CHECK THE ACCEPT BOX TO PROCEED AND YOU WILL NOT BE ENROLLED IN DEALER PLUS.

This Agreement (hereafter "Agreement") is a legal and binding instrument entered into as of the date of acceptance by Customer (the "Effective Date"), by and between CarWoo! ("CarWoo!"), and "Customer," the individual or entity entering into this Agreement. CarWoo! reserves the right to amend this Agreement from time to time

  1. Description of Services. CarWoo!'s Dealer Plus ™ provides dealers with the following features and functionality:

    • Enhanced dealer and dealership profiles which support unique marketing copy and photo uploads
    • Review reconciliation by dealership designee (i.e. a Customer Service Specialist)
    • Advanced certifications based on CarWoo! training and online behavior
    • CarWoo! personal courtesy action reminders
    • DealerInsights™ throughout the product providing actionable information as to how to improve performance and rankings and also providing dealers with specific information about which deals are about to close (“Deal Heat™”)
    • Account Manager, General Manager and other roles providing different views
    • The ability to flag suspicious offers for immediate investigation by CarWoo!
    • The Be Back saver allows retention of pricing-funnel no closes and insertion of internet leads by providing an “Online” shopping solution for the buyer

  2. Customer Rights and Restrictions.

    1. During the Term of this Agreement, and upon Customer's payment of all applicable Subscription Fees, CarWoo! will enable Customer to access and utilize the Services as contemplated herein, and Customer may access and use the Services provided hereunder pursuant to and in accordance with the provisions of this Agreement.
    2. Customer may not reverse engineer, decompile or otherwise attempt to decipher any code in connection with the Services or any other aspect of CarWoo!'s technology.
    3. Customer shall not access and/or use any of the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the CarWoo! websites, Services or any networks or security systems of CarWoo!.
    4. No other rights are granted hereunder except as expressly set forth in this Agreement.

  3. Term and Termination.

    1. Term. This Agreement shall commence on the Effective Date (the date of signature) and continue on a month-to-month basis until canceled in writing by Customer. The effect of termination is immediate.
    2. Termination for Cause. CarWoo! reserves the right to terminate this Agreement immediately if Customer breaches any of its material obligations under this Agreement.
    3. Effect of Termination. Upon termination of this Agreement, Customer will immediately discontinue all access to and use of the Services. CarWoo! shall not be liable for any damages resulting from a termination of this Agreement as provided for herein; provided, however, the termination of this Agreement shall not affect any claim arising prior to such termination. Customer shall be liable for any fees accrued prior to the date of termination.
  4. Fees. Customer is responsible for all Fees, and hereby authorizes CarWoo! to obtain payment of all such Customer shall also be responsible for all applicable taxes (withholding tax, sales tax, or services tax,). Fees shall be: $299 per month and charge of $15 per initial impression of Customer offers to Buyer by Buyer. Initial impression means the first time that a Buyer views an offer. The first ten (10) impressions each month are free. A Customer may elect to set a Monthly Credit Limit, limiting the maximum billable amount. The minimum Monthly Credit Limit is $900. In the event that Customer does set a credit limit. Once the credit limit has been reached, CarWoo! reserves the right to disallow any additional offers to Buyers in that month.
  5. Disputed Fees. Any fee disputed by Customer will be removed by CarWoo!. Customer acknowledges that fee disputes deemed excessive in CarWoo!’s sole discretion may result in the termination of Dealer Plus services.
  6. Late Fees. In the event that collection activity is required on any fees over 30 days past due, Customer will be charged a $35 late fee.
  7. DISCLAIMER OF WARRANTIES. CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE PROVIDED BY CARWOO! ON AN "AS IS" BASIS, AND CUSTOMER'S ACCESS TO AND/OR USE OF THE SERVICES IS AT ITS SOLE RISK. CARWOO! EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CARWOO! MAKES NO WARRANTY THAT ANY OF THE SERVICES WILL MEET THE REQUIREMENTS OF CUSTOMER OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, NOR DOES CARWOO! MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SERVICES OR THAT ANY DEFECTS IN THE PLUG-IN WILL BE CORRECTED. CUSTOMER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED (INCLUDING PLUG-INS) THROUGH THE USE OF ANY OF THE SERVICES IS DONE AT THE SOLE RISK OF CUSTOMER AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM CARWOO! OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER.
  8. LIMITATION ON LIABILITY. IN NO EVENT SHALL CARWOO! BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL, MULTIPLE, PUNITIVE OR OTHER DAMAGES RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, LOSS OF INCOME, LOSS OF OPPORTUNITY, LOST PROFITS, COSTS OF RECOVERY OR ANY OTHER DAMAGES), HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE, AND WHETHER OR NOT CARWOO! HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CARWOO!'S LIABILITY HEREUNDER IS LIMITED TO $50. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER.
  9. Indemnification. Customer hereby agrees, at its sole expense, to indemnify, defend and hold CarWoo! harmless from and against any loss, cost, damages, liability or expense arising out of or relating to (i) a third-party claim, suit, proceeding, action or allegation of infringement based on information, data, files or other content submitted by Customer or otherwise related to Customer's access to and/or use of the Services; or (ii) any fraud or manipulation, or other breach of this Agreement by Customer.
  10. Contracting Party, Choice of Law and Location for Resolving Disputes. This Agreement is between Customer and CarWoo!. Customer is contracting with CarWoo! located at 1212 Rollins Rd., Burlingame, CA 94010 and this Agreement will be governed by the laws of the State of California without reference to conflict of law principles and excluding the United Nations Convention on Contracts for the International Sale of Goods, and in any dispute arising out of this Agreement, Customer consents to the exclusive personal jurisdiction and venue in the State and Federal courts within San Francisco, California. If any provision of this Agreement is invalid or unenforceable under applicable law, it shall be to that extent deemed omitted and the remaining provisions will continue in full force and effect. To the extent a provision is deemed omitted, the parties agree to comply with the remaining terms of this Agreement in a manner consistent with the original intent of the Agreement.

  11. Additional Terms.

    1. Authority. Each party hereby represents and warrants to the other party that it has all necessary authority to enter into and perform its obligations under this Agreement without the consent of any third party or breach of any contract or agreement with any third party.
    2. Assignment. Customer may not assign its rights or delegate its duties under this Agreement either in whole or in part, and any such attempted assignment or delegation shall be void.
    3. Force Majeure. CarWoo! will not be responsible for any delay, interruption or other failure to perform under this Agreement due to acts beyond the control of CarWoo!.
    4. Choice of Law. This Agreement and any dispute arising out of or in connection with this Agreement shall be governed by and construed under the laws of the State of California, without regard to the principles of conflict of laws.
    5. Proprietary Rights. CarWoo! retains ownership of all proprietary rights in or associated with all its products and services (including the Services), and Customer may not use the CarWoo! logo, or any other name, logo, icon or mark identifying CarWoo!'s products and/or services (including the Services) without prior written permission of CarWoo!
    6. Compliance with Laws. Customer shall comply with all applicable laws, rules and regulations relating to Customer's access to and/or use of the Services.
    7. No Waiver. The failure of either Customer or CarWoo! in any one or more instance(s) to insist upon strict performance of any of the terms of this Agreement will not be construed as a waiver or relinquishment of the right to assert or rely upon any such term(s) on any future occasion(s).
    8. Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect.
    9. No Third Party Beneficiaries. No person or entity not a party to this Agreement will be deemed to be a third party beneficiary of this Agreement or any provision hereof.
    10. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and understandings with respect to the same. No waiver or amendment of any term or condition of this Agreement shall be valid or binding on either party unless agreed to in writing by both parties.